WITNESSETH:

                                                                Exhibit 10.19(b)


         FIRST AMENDMENT made the 1st day of May, 2001 to the Employment
Agreement dated as of December 15, 2000 (the "Employment Agreement") by and
between U.S. Industries, Inc., a Delaware Corporation ("USI") and Xxxxxxxxx X.
Xxxxx ("Executive").

                                   WITNESSETH:

         WHEREAS, USI and Executive have previously entered into the Employment
Agreement; and

         WHEREAS, Executive has requested, and USI has agreed, to amend the
Employment Agreement effective May 1, 2001 (the "Effective Date").

         NOW, THEREFORE, effective on the Effective Date, the parties hereto
agree as follows:

         1. Section 7(c) of the Restated Employment Agreement is hereby amended
by the addition of the following at the end thereof:

         "Notwithstanding the ninety (90) day period described in the first
         sentence hereof, the Executive shall have until September 15, 2001 to
         give written notice of Executive's termination for Good Reason for any
         Good Reason event which occurred prior to the Effective Date."

         2. The Employment Agreement, as amended herein, shall remain in full
force and effect.

         IN WITNESS WHEREOF, USI has caused this Amendment to be executed by its
duly authorized officer and the Executive has hereunto set his hand as of the
date first above written.

                                       U.S. INDUSTRIES, INC.


                                       By: /s/ Xxxxxxx X. Xxxxxx
                                           -------------------------------------
                                           Name: Xxxxxxx X. Xxxxxx
                                                 Senior Vice President
/s/ Xxxxxxxxx X. Xxxxx
---------------------------------
Xxxxxxxxx X. Xxxxx
("Executive")